Staples, Inc. Framingham, MA 01701-9271Merger Agreement • February 2nd, 2016 • Staples Inc • Retail-miscellaneous shopping goods stores • Delaware
Reference is hereby made to the Agreement and Plan of Merger, dated as of February 4, 2015 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Office Depot, Inc. (the “Company”), Staples, Inc. (“Parent”) and Staples AMS, Inc. (“Merger Sub”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
TERM LOAN CREDIT AGREEMENT dated as of February 2, 2016, among STAPLES ESCROW, LLC, as the initial Borrower, STAPLES, INC., The Lenders Party Hereto and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, and BANK OF AMERICA, N.A., WELLS...Intercreditor Agreement • February 2nd, 2016 • Staples Inc • Retail-miscellaneous shopping goods stores • New York
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of February 4, 2015, by and among the Company, Staples AMS, Inc., a Delaware corporation and a wholly owned Subsidiary of the Company (“Merger Sub”), and Office Depot, Inc., a Delaware corporation (the “Target”), as waived and consented to in that certain Waiver Letter dated January [ ], 2016 by and between the Company and Target (the “Acquisition Agreement”, without giving effect to any further amendments, modifications, supplements, consents or waivers by the Company thereto, if such amendments, modifications, supplements, consents or waivers by the Company of any term thereof are materially adverse to any interest of the Lenders, unless consented to by the Arrangers, in each case subject to the provisions of the parenthetical at the end of Section 4.01(c)) the Company intends to acquire all of the Equity Interests in the Target; and
